Warner Bros. Discovery converts Perrette stock awards
The merger distinguished cash for outstanding shares from award conversions that retained vesting conditions.
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Form Type
4
Rhea-AI Filing Summary
Warner Bros. Discovery, Inc. completed its merger with Skydance Corporation on October 6, 2026, with WBD surviving as a wholly owned subsidiary of Skydance. At the effective time, each Series A common share issued and outstanding immediately before the merger, except as provided in the Merger Agreement, converted into a right to receive $31.01666668 per share in cash, without interest.
Jean-Briac Perrette, President and CEO, Global Streaming, reported 432,477 Series A shares disposed and 3,264,855 underlying PRSU shares earned in connection with the merger and converted into contingent cash awards. His option awards were canceled: vested options converted into cash rights based on any excess of merger consideration over exercise price, while unvested options converted into contingent cash awards subject to vesting conditions. The 130,546-option tranche with a $58.18 exercise price was canceled for no consideration.
Insights
Analyzing...
Insider Trade Summary
14 transactions reported
Mixed
14 txns
Insider
Perrette Jean-Briac
Role
Pres.&CEO, Global Streaming
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option F1, F7 | 150,402 | -- | -- |
| Disposition | Employee Stock Option F1, F8 | 130,546 | -- | -- |
| Disposition | Employee Stock Option (right to acquire) F1, F7 | 285,679 | -- | -- |
| Disposition | Employee Stock Option (right to acquire) F1, F9, F10 | 143,545 | -- | -- |
| Disposition | Employee Stock Option (right to acquire) F1, F7, F10 | 278,645 | -- | -- |
| Disposition | Employee Stock Option F1, F9, F11 | 266,606 | -- | -- |
| Disposition | Employee Stock Option F1, F7, F11 | 131,313 | -- | -- |
| Disposition | Employee Stock Option F1, F9, F11 | 31,366 | -- | -- |
| Disposition | Employee Stock Option F1, F7, F11 | 15,448 | -- | -- |
| Disposition | Series A Common Stock F1, F2 | 432,477 | $31.0167 | $13.41M |
| Disposition | Series A Common Stock F1, F3 | 387,007 | $31.0167 | $12.00M |
| Disposition | Series A Common Stock F1, F4 | 227,532 | $31.0167 | $7.06M |
| Grant/Award | Series A Common Stock F1, F5 | 3,264,855 | $0.00 | $0.00 |
| Disposition | Series A Common Stock F1, F6 | 3,264,855 | $31.0167 | $101.27M |
Holdings After Transaction:
Employee Stock Option — 0 contracts (Direct);
Employee Stock Option (right to acquire) — 0 contracts (Direct);
Series A Common Stock — 0 shares (Direct)
Footnotes (11)
- F1. On October 6, 2026, pursuant to the Agreement and Plan of Merger, dated February 27, 2026 (the "Merger Agreement"), by and among Warner Bros. Discovery, Inc. ("WBD"), Skydance Corporation (f/k/a Paramount Skydance Corporation) ("SKYD") and Prince Sub Inc., a wholly owned subsidiary of SKYD ("Merger Sub"), Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of SKYD (the "Merger").
- F2. At the effective time of the Merger (the "Effective Time"), each share of WBD's Series A common stock, par value $0.01 per share ("Series A Common Stock"), issued and outstanding immediately prior to the Effective Time (except as otherwise provided in the Merger Agreement) was converted into the right to receive an amount in cash equal to $31.01666668 (the "Per Share Merger Consideration"), without interest.
- F3. Under the Merger Agreement, at the Effective Time, each outstanding unvested restricted stock unit ("RSU") was cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted Cash Award") equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such RSU and (y) the Per Share Merger Consideration. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
- F4. Under the Merger Agreement, at the Effective Time, each outstanding unvested performance restricted stock unit ("PRSU") that was previously certified upon achievement of the applicable performance metric was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined based on the previous certification by the compensation committee of WBD's board of directors. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
- F5. Represents the number of shares of Series A Common Stock underlying unvested PRSUs that became earned in connection with the Merger, determined assuming the achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance).
- F6. Under the Merger Agreement, at the Effective Time, each outstanding unvested PRSU that became earned in connection with the Merger was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined assuming achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
- F7. Under the Merger Agreement, at the Effective Time, each outstanding vested option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes.
- F8. Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration.
- F9. Under the Merger Agreement, at the Effective Time, each outstanding unvested option was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
- F10. This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025.
- F11. This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.
Key Figures
Per Share Merger Consideration: $31.01666668 per share
Series A shares disposed: 432,477 shares
Unvested RSUs: 387,007 underlying shares
+5 more
8 metrics
Per Share Merger Consideration
$31.01666668 per share
Cash consideration for each eligible Series A common share
Series A shares disposed
432,477 shares
Perrette's reported disposition on October 6, 2026
Unvested RSUs
387,007 underlying shares
Converted into contingent cash awards at the merger's effective time
Previously certified PRSUs
227,532 underlying shares
Converted into contingent cash awards at the merger's effective time
PRSUs earned in connection with the merger
3,264,855 underlying shares
Converted into contingent cash awards
Vested option tranche
150,402 options
Exercise price $25.70 per share; converted into a cash right
Option exercise price
$25.70 per share
150,402-option vested tranche
Options canceled for no consideration
130,546 options
Exercise price $58.18 per share
Key Terms
Per Share Merger Consideration, Converted Cash Award, double trigger, performance-vesting conditions
4 terms
Converted Cash Award financial
"a "Converted Cash Award""
double trigger technical
""double trigger" termination protection"
performance-vesting conditions technical
"performance-vesting conditions rendered inoperative by the Merger"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Jean-Briac Perrette's WBD stock awards treated in the merger?
The 387,007 unvested RSUs and 227,532 previously certified PRSUs were canceled and converted into contingent cash awards valued using the $31.01666668 per-share merger consideration. The RSUs retained their vesting conditions, including double-trigger termination protection; for the converted PRSUs, performance-vesting conditions were rendered inoperative while other vesting conditions continued.
What happened to Jean-Briac Perrette's WBD stock options in the merger?
Vested options were canceled and converted into cash rights based on any excess of merger consideration over exercise price; for example, the 150,402-option tranche had a $25.70 exercise price. A 130,546-option tranche with a $58.18 exercise price was canceled for no consideration. Unvested options were converted into contingent cash awards subject to vesting conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
